Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities in the Company.
GENERTEC UNIVERSAL MEDICAL GROUP
COMPANY LIMITED 通用環球醫療集團有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 2666)
COMPLETION OF THE ISSUE OF CONVERTIBLE BONDS
UNDER SPECIFIC MANDATE
Financial Adviser to the Company
Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders
References are made to (i) the announcements (the "Announcements") of Genertec Universal Medical Group Company Limited (the "Company") dated 29 December 2020 and 29 January 2021, and (ii) the circular (the "Circular") of the Company dated 14 January 2021 in relation to, among other things, the proposed issue of the Convertible Bonds under the Specific Mandate. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as set out in the Announcements and the Circular.
COMPLETION OF THE BOND ISSUE
The Board is pleased to announce that all of the conditions precedent as set out in the Subscription Agreement have been fulfilled and the completion of subscription of the Convertible Bonds (the "Completion") took place on 25 March 2021. Upon the Completion, the Convertible Bonds in the principal amount of US$150,000,000 were issued to the Subscriber. The net proceeds raised from the Bond Issue, after deduction of the related expenses, are approximately US$148,000,000 (equivalent toapproximately HK$1,147,000,000). The Company intends to use such net proceeds for the purposes as disclosed in the Announcements and the Circular. None of the Convertible Bonds is converted as at the date of this announcement.
EFFECT OF THE SHAREHOLDING STRUCTURE
For illustration purposes only, the shareholding structure of the Company as at the date of this announcement, and the effect on the shareholding structure of the Company upon the allotment and issue of the Conversion Shares pursuant to the Subscription Agreement are set out as follows:
Immediately after full exercise of the conversion
As at the date of this announcement
rights attaching to the Convertible Bonds (Note 1)Assuming no Outstanding Share
Options being exercisedAssuming all of the Outstanding Share Options having been fully exercised
Approximate % of issued share
Approximate % of issued share
Approximate % of issued share
Number of | capital of the | Number of | capital of the | Number of | capital of the | |
Name of Shareholders | Shares | Company (Notes 2&3) | Shares | Company (Note 3) | Shares | Company (Note 3) |
Subscriber | - | - | 177,640,243 | 8.59% | 177,640,243 | 8.52% |
Infinite Benefits Limited | 55,233,000 | 2.92% | 55,233,000 | 2.67% | 55,233,000 | 2.65% |
CITIC Capital Equity Investment | ||||||
(Tianjin) Corporation Limited | 8,279,000 | 0.44% | 8,279,000 | 0.40% | 8,279,000 | 0.40% |
GT-HK (Note 4) | 617,361,895 | 32.64% | 617,361,895 | 29.84% | 617,361,895 | 29.62% |
GT-PRC (Note 4) | 680,840,200 | 35.99% | 680,840,200 | 32.90% | 680,840,200 | 32.67% |
Mr. Chu's Entities (Note 5) | 223,492,081 | 11.82% | 223,492,081 | 10.80% | 223,492,081 | 10.72% |
Directors | ||||||
Peng Jiahong (Note 6) | 7,617,400 | 0.40% | 7,617,400 | 0.37% | 7,617,400 | 0.37% |
Liu Zhiyong | 200,000 | 0.01% | 200,000 | 0.01% | 200,000 | 0.01% |
Holders of Outstanding | ||||||
Share Options | ||||||
Peng Jiahong (Note 7) | - | - | - | - | 1,322,000 | 0.06% |
Yu Gang (Note 8) | - | - | - | - | 1,322,000 | 0.06% |
Other holders of options | - | - | - | - | 12,430,000 | 0.60% |
Public Shareholders | 915,877,980 | 48.42% | 915,877,980 | 44.26% | 915,877,980 | 43.94% |
Total | 1,891,539,661 | 100% | 2,069,179,904 | 100% | 2,084,253,904 | 100% |
Notes: |
(1) Assuming that there is no change in the number of issued Shares from the date of this announcement up to the date when the conversion rights are exercised in full.
(2) Based on 1,891,539,661 Shares in issue as at the date of this announcement.
(3) Certain percentage figures included in the above tables have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.
(4) Among the 680,840,200 Shares, 617,361,895 Shares are registered under the name of GT-HK and 63,478,305 Shares are registered under the name of China General Consulting & Investment (Hong Kong) Co., Limited ("CGCI-HK"). The entire issued share capital of GT-HK is ultimately owned by GT-PRC and the entire issued share capital of CGCI-HK is directly held by China General Consulting & Investment Co., Limited, which in turn, is wholly-owned by GT-PRC. By virtue of the SFO, GT-PRC is deemed to be interested in a total of 680,840,200 Shares held by GT-HK and CGCI-HK.
(5) Mr. Chu's Entities include Million Surplus Developments Limited, Hopson E-Commerce Limited and Sounda Properties Limited. Figures shown are based on the shareholding information of Mr. Chu's Entities in the Company as at 24 March 2021. Among the 223,492,081 Shares, 175,235,081 Shares were directly held by Million Surplus Developments Limited, 44,023,500 Shares were directly held by Hopson E-Commerce Limited, and 4,233,500 Shares were directly held by Sounda Properties Limited. Each of Million Surplus Developments Limited, Hopson E-Commerce Limited and Sounda Properties Limited is ultimately controlled by Mr. Chu Mang Yee.
(6) Ms. Peng Jiahong is the sole legal and beneficial owner of Evergreen which is the beneficial owner of the said 7,617,400 Shares. By virtue of the SFO, Ms. Peng is deemed to be interested in the Shares owned by Evergreen.
(7) Ms. Peng Jiahong was granted an option to subscribe for 1,322,000 Shares under the Share Option Scheme.
(8) Mr. Yu Gang was granted an option to subscribe for 1,322,000 Shares under the Share Option Scheme.
By order of the Board
Genertec Universal Medical Group Company Limited 通用環球醫療集團有限公司
Peng Jiahong
Executive Director
Beijing, PRC, 25 March 2021
For the purpose of this announcement, unless otherwise indicated, conversions of US$ into HK$ is calculated at the exchange rate of US$1 to HK$7.7688. Such exchange rate is adopted for the purpose of illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be, exchanged at such rate or any other rates.
As at the date of this announcement, the executive Directors are Ms. Peng Jiahong (Vice-chairwoman) and Mr. Yu Gang; the non-executive Directors are Mr. Zhang Yichen (Chairman), Ms.
Liu Kun and Mr. Liu Zhiyong; and the independent non-executive Directors are Mr. Li Yinquan, Mr.
Chow Siu Lui, Mr. Han Demin and Mr. Liao Xinbo.